篇一：買賣合同(中英文對照)
FIB 備件採購合同
FIB PURCHASE CONTRACT
買方：
The Buyer： Co.,ltd
地址：
Add:
Tel:
Fax:
The Seller:
Add:
TEL:
Fax:
1. 本合同由買賣雙方訂立，根據本合同規定的條款，買方同意購買，賣方同意出售下述商品：
This Contract is made by and between the Buyer and the Seller where by the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below:
CIF terms as per Incoterms 2010
CIF條款按《2010年國際貿易術語解釋通則》規定
2. 製造國別和廠商 COUNTRY OF ORIGIN AND MANUFACTURERS:
3. 運輸方式：MEANS OF TRANSPORTATION
空運運輸至成都
The shipment shall be made by air in container to CHENGDU port
4. 交貨期限TERM OF DELIVERY:
簽訂合同後4至6周內交貨w 4-6 weeks for delivery after contract signed.
5. 出運口岸 PORT OF SHIPMENT:
Antwerp 安特衛普
6. 包裝：PACKING：
包裝爲牢固的新木箱，適合長途運輸，防溼、防鏽、耐搬運。由於包裝不良所發生的損失，由於採用不充分或不妥善的防護措施而造成的任何鏽損，賣方應負擔由此而產生的一切費用. 木質包裝須經熱處理並附有IPPC 標誌。
To be adequately packed in new strong wooden cases suitable for long distance transportation and well protected against dampness, rust and rough handling. The Seller shall be liable for any damage to the goods on account of improper
packing and for any rust damage attributable to inadequate or improper protective measures taken by the Seller, and in such case or cases any and all expenses incurred in consequence there of shall be borne by the Seller. The wooden packages must be heat treated and bear “IPPC” sign on the surface.
7. 運輸標誌： SHIPPING MARK:
賣方應在每件包裝上用不退色油墨標刷： 箱號，外形尺寸，毛重以及“切勿受潮”等英文字樣，並注有下列運輸標誌： The Seller shall mark on each package with fadeless paint the package number, gross weight, measurement and the wordings: "KEEP AWAY FROM MOISTURE" etc. and the shipping mark: 8.付款條件 TERMS OF PAYMENT:
電匯付款：在發貨前收到賣方提供的發貨通知、發票、裝箱單掃描件，通過電匯的方式支付合同金額的100% (***) By T/T: 100% of the contract value（EUR***）will be paid by T/T before shipment when the buyer get the copys of delivery note、invoice and packing list.
9.發貨時，賣方應將以下清關單據與貨物一起裝運,運交買方 complete documents of customs clearance shall be packedand delivered together with consignment
(1) 運輸單據，一份正本兩份副本。運輸單據上要注有“運費已付”、合同號和嘜頭。
Transport Document in one original and two copies marked "Freight Prepaid", contract number and shipping marks.
(2) 商業發票。3份手籤原件，並顯示合同號、信用證號和嘜頭。 合同號 Contract No: 日期 Date:
Manually signed commercial invoice in 3 originals indicating the Contract number, L/C number, shipping marks.
(3) 保險單或保險證明書2份，註明投保一切險。Insurance policy or certificate in 2copies, covering all risks.
(4) 由製造商簽發的裝箱單一份原件兩份複印件。Packing list issued by the Manufacturer in 1 original and 2 copies.
(5) 由製造商簽發的質量證明書一份原件一份複印件。Certificate of Quality issued by the Manufacturer in 1 original and 1 copy.
(6) 由製造商簽發的數量證明書一份原件一份複印件。Certificate of Quantity issued by the Manufacturer in 1 original and 1
copy.
(7) 在貨物裝運後，由賣方通知買方裝運內容的傳真複印件一份。A copy of fax to the Buyer advising particulars of shipment
immediately after shipment is made.
(8) 製造商簽發的原產地證明一份Certificate of Country of Origin issued by manufacturer in one original.
(9) 由製造商出具的木質包裝已經熱處理並帶有IPPC標識的證明原件一份。
Manufacturer’s statement wood meets and is stamped with IPPC mark. in one original.
10. 技術資料:TECHNICAL DOCUMENTS:
發貨時，賣方應將英文技術資料一整套與貨物一起裝運,運交買方.
One complete set of the technical documents written in English shall be packed and delivered together with consignment.
11.裝運通知:SHIPPING ADVICE:
貨物全部裝倉後, 賣方應立即將合同編號、商品名稱、數量、毛重、發票金額、快遞公司名稱及快遞單號通知買方。
Immediately the goods are completely loaded, the Seller shall cable to notify the Buyers of the Contract number, name of commodity, quantity, gross weight, invoiced value, name of the express company and the number of the express.
12. 交貨延遲: DELAY DELIVERY:
如果出現延遲交貨，賣方應按照每延遲一天支付合同金額的1‰的標準向買方支付罰金。但此罰金不得超過遲交貨物總價的 5% ；如果該延遲達到三十天，並且買方未給予寬限期限，則買方有權利撤銷該合同,賣方需支付合同金額的'3%作爲罰 金,並在三個工作日內全額退款。
In case that a delay of goods delivery occurs, Seller shall pay 1‰ of the contract price of delayed equipment as penalty for every single day’s delay. The penalty, however, shall not exceed 5% of the contract amount. If a delay delivery lasts more than 30 days (include 30 days) without the grace period Buyer may grant, Buyer shall have the right to cancel this Contract, The Seller shall pay a penalty of 3% of the contract amount and provide a fullrefund within 3 working days.
13． 質量保證和知識產權保證: GUARANTEE OF QUALITY & PATENT
賣方保證所訂設備系用最好的材料和工藝製造，全新的未曾使用過的並完全符合本合同規定的質量規格要求。質量保證期
爲驗收日起的十二個月或貨物運至目的地之日起的十五個月， 取短者。
The Seller guarantee that the commodity hereof is made of the best materials with first class workmanship, brand new,
unused and complies in all respects with the quality and specifications stipulated in this Contract. The guarantee period
shall be twelve (12) months counting from the date of final acceptance of the contracted equipment or fifteen (15) months counting from the date on which the commodity arrives at the place of destination, whichever occurs the sooner.
賣方應賠償買方由於賣方銷售的產品侵犯他人專利、外觀設計、商標、著作權等知識產權而使買方遭受的各種損失（包括由此而產生的訴訟費用）。
The Seller shall compensate and hold the Buyer harmless from and against all claims, liabilities, damages, losses, costs and expenses (including legal fees) pertaining to infringement or alleged infringement of any patent, registered design,
trade mark, service-mark, copyright or other intellectual property rights which arise from the goods supplied hereunder or any use or resale by the Buyer of such goods.
14. 檢驗和索賠 CLAIMS:
在貨物到達目的港90天內，如發現質量、數量或規格不符合合同的條款，買方將有權根據中國商品檢驗局簽發的檢驗證書向賣方索賠。
Within ninety (90) days after the arrival of the goods at the port of destination, should the quality, specification, or quantity of the contracted equipment be found not in conformity with the stipulations of the Contract, the Buyer shall on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim against the Seller. 賣方將在第13條規定的質保期內保證質量，一旦出現貨物無論任何原因引起的缺陷，包括專利和內在缺陷或使用不良的材質，買方將立即以書面形式通知賣方並以中國商品檢驗局簽署的檢驗證書爲準提出索賠。
The Seller shall guarantee that if within the guarantee period stipulated in Articles 13, defective occurred by any reason including patent and latent defects or the use of inferior materials, the Buyer shall immediately notify the Seller in writing and put forward a claim supported by Inspection Certificate issued by the China Commodity Inspection Bureau.
賣方收到買方索賠通知後,如果在三十天內不答覆,應視爲賣方同意買方提出的一切索賠。
Any and all claims shall be regarded as accepted if the Seller fails to reply within 30 days after receipt of the Buyer's claim.
15. 索賠解決辦法: SETTLEMENT OF CLAIMS:
如貨物不符合本合同規定應由賣方負責;同時如買方按照本合同第14條、第13條的規定在索賠期限或質量保證期內提出索賠,賣方在取得買方同意後,應按下列方式之一理賠:
In case the Seller are liable for the discrepancies and a claim is made by the Buyers within the period of claim or quality guarantee period as stipulated in Articles 14 and Article 13 of this Contract, the Seller shall settle the claim upon the agreement of the Buyers in ONE OF the following ways:
A.同意買方退貨,並將退貨金額以成交原幣償還買方,並負擔因退貨而發生的一切費用,包括運費,保險費,商檢費,倉租,碼頭裝卸費以及爲保管退貨而發生的一切其它必要費用。
a. Agree to the rejection of the goods and refund to the Buyers the value of the goods so rejected in the same currency as contracted herein, and to bear all expenses in connection therewith including freight, insurance premium, inspection charges, storage, stevedore charges and all other, necessary expenses required for the custody and protection of the rejected goods.
B. 按照貨物的疵劣程度,損壞的範圍,將貨物貶值。
b. Devaluate the goods according to the degree of inferiority, extent of damage
C. 調換有瑕疵的貨物.換貨必須全新並符合本合同規定的規格、質量和性能.賣方並負擔因此而產生的一切費用.對換貨的質量，賣方仍應按本合同第13條規定的保證期保證。
c. Replace the defective goods with new ones which conform to the specifications, quality and performance as stipulated in this Contract. The Seller shall, at the same time, guarantee the quality of the replacement goods for a further period as specified in Article 13 of this Contract.
16. 不可抗力事故 FORCE MAJEURE:
由於不可抗力原因，如戰爭、火災、水災、颱風、地震或未能取得政府許可等發生在貨物製造或運輸過程中，導致賣方交貨遲延或不能交貨時賣方不承擔責任。但賣方應在事故後的十四天內通知買方，並將事故發生地政府主管機關出具的事故證明書用空郵寄交買方，並取得買方認可。在上述情況下賣方仍應採取一切必要措施儘快交貨。如果該事故持續超過五週以上時買方將有權撤銷本合同。
The Seller shall not be held responsible for the delay in shipment or non-delivery of the goods due to Force Majeure such as war, serious fire, flood, typhoon, earthquake or failure of obtaining government approval(s) which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer of the occurrence mentioned above and within fourteen (14) days thereafter, the Seller shall send by airmail to the Buyer for their acceptance a certificate of the accident issued by the Competent Government Authorities where the
accident occurs as evidence thereof. Under such circumstances the Seller, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than five (5) weeks, the Buyer shall have the right to cancel the Contract.
17. 仲裁 ARBITRATION:
凡因執行本合同所發生的或與本合同有關的一切爭議，應由雙方通過友好協商予以解決。如果協商不能解決，應提交中國國際經濟貿易仲裁委員會根據中國國際經濟貿易仲裁規則在上海進行仲裁。該仲裁委員會作出的裁決是最終的，買賣雙方均受其約束。
All dispute in connection with this Contract or the execution thereof shall be settled through friendly negotiation. In case no settlement can be reached, the case may then be submitted to Shanghai International Economic and Trade Arbitration Commissio for arbitration which shall be conducted in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.
18. 特別條款 SPECIAL PROVISIONS:
本合同由買方和賣方共同簽署，一式四份，買賣雙方各執兩份。本合同自雙方簽字後立即生效。附件是合同不可分割的組成部分，與合同具有同等法律效果。
This Contract is signed by both the Buyer and the Seller in four (4) copies, each side holds 2 copies. The Contract shall become effectiveness after its signing by both the Buyer and the Seller.
All the appendix of the contract are integral parts of the contract and have the same legal force as the contract.
本合同以英文和中文書寫，二種文字具有同等效力。
This Contract is written in both English and Chinese, which have equal validity.
買方Buyer 賣方Seller
Signature: Signature:
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篇二：國際買賣合同(中英文對照)
1.售貨合同（sales contract)
編號 No.
日期 Date:
買方：
The Buyers:
電報： 傳真：
Cable:FAX
賣方：
The Sellers:
電報：電傳： 傳真：
Cable: Telex:FAX
本合同由買賣雙方訂立，根據本合同規定的條款，買方同意購買，賣方同意出售下述商品： This Contract is made by and between the Buyers and Sellers ,whereby the Buyers agree to buy and the Sellers agree to sell the undermentioned commodity according to the term and conditions
（5）生產國別和製造廠商：COUNTRY OF ORIGIN AND MANUFACTURERS：
（6）裝運期限：TIME OF SHIPMENT：
（7）裝運口岸：PORT OF SHIPMENT：
（8）到貨口岸：PORT OF DESTINGATION：
（9）保 險：INSURANCE：
由買方投保。
To be coverd by the Buyers.
（10）包裝：PACKING:
須用堅固的新木箱/紙箱包裝，適合長途海運，防溼、防潮、防震、防鏽，而粗暴搬運。由於包裝不良所發生的損失，由於採用不充分或不妥善的防護措施而造成的任何鏽損，賣方應負擔由此而產生的一切費用和/或損失。
To be packed in new strong woden case (s) / carton (s) suitable for long distance ocean transportation and well protected against dampenss, moisture, shock, rust and rough handling. The Sellers shall be liable for any damage to the goods on account of improper packing and for any rust damage attributable to inadequate or improper protective measures taken by the Sellers, and insuch case or cases any and all losses and/or expenses incurred in consequence thereof shall be borne by the Sellers.
(11) 嘜 頭：SHIPPING MARK：
賣方應在每件包裝上，用不褪色油墨清楚地標刷件號、尺碼、毛重、淨重、“此端向上”、“小心輕放”“切勿受潮”等字樣，並刷有下列嘜頭：
On the surfacee of each package, the package number ,measurements, gross weight, net weight, the lifting positions, such cautions as “DO NOT STACK UP SIDE DOWN”， “HANDLE WITH CARE”；“KEEP AWAY FROM MOISTURE”and the following shiping mark shall be stenciled legibly in fadeless paint:
（12）付款條件：TERMS OF PAYMENT：
甲、信用證付款°貨物裝運前一個月，買方應由上海中國銀行開立以賣方爲受益人的不可撤銷的信用證，憑本合同第13條甲項規定的裝運單據交到上海（銀行）後付款。
乙、託收付款：貨物裝運後，賣方應將以買方爲付款人的匯票連同本合同第13條甲項所列各種裝運單據，通過賣方銀行寄交買方銀行即上海中國銀行轉交買方，並託收貨款。
丙、信匯付款：買方收到本合同第13條甲項所列單據後，應於 天內信匯祭款。
A. Payment by L/C: One month before shipment, the Buyers shall establish with Bank of China, Shanghai an Irrevocable L/C in favour of the Sellers, to be available against presentation in Shanghai of the shipping documents stipulated in Clause 13 hereof.
B. Payment by Collection: After delivery is made, the Sellers shall send through the Sellers, bank draft drawn on the Buyers together with the shipping documents apecified in Clause 13 hereof, to the Buyers through the Buyers bank, the Bank of China, Shanghai, for collection.
C. Payment by M/T: Payment to be effected by the Buyers not later thandays after receipt of the shipping documents specified in Clause 13 hereof.
（13）單 據：DOCUMENT：
甲、賣方應將下列單據提交付款銀行議付貨款/託收付款，如爲信匯付款，下列單據應徑寄買方：
1. 全套可議付的潔淨已裝運海運提單，空白擡頭，空白背書。註明“運費到付”，並通知到貨口岸中國對外貿易運運輸公司。
2. 由包收據註明由費/空運提單。
3.保險單或保險證明書註明投保兵險，一切險包括TPND。破碎，滲漏。無百分比限制，並註明貨物到達後倘發現殘破碎，滲漏。無百分比限制，並註明貨物到達後倘發現殘破碎，滲漏。無百分比限制，並註明貨物到達後倘發現殘損情況，須向到貨口岸之中國商品檢驗局申請檢驗。
4. 發票五份，註明合同號，嘜頭。
5.裝箱單兩份，註明毛、淨重、尺碼和所裝貨物每項的品名數量。
6.按照本合同第18條甲項規定由製造廠簽發的質量和數量/重量證明書及檢驗報告各兩份。
A. The Sellers shall present the following documents to the paying bank for negotiation/collection, or to the Buyers in case of payment by M/T.
1. Full set of Negotiable Clean on Board Ocean Bills of Lading marked “FREIGHT TO COLLECT”and made out to order ,blank endorsed,and notifying the china National Foreign Trade Transportation Corporation at the port of destination.
2. parcel post Receipt,indicating postage/Air Way Bill
rance Policy or Certificate,covering War risk and all risks including TPND,Breakage and Leakage irrespec-tive of percentage and indicating “In the event of loss or damage,request for survey upon arrival of the cargo at the port of destination be made to the China Commodity Inspection Bureau of that port”.
ice in quintuplicate,indicating contract number and shipping mark.
ing List in duplicate with indication of both gross and net weights,measurements and quantity of each item packed.
ificate of Quality and Quantity/Weight and Testing Report,each in duplicate issued by the manufacturers as specified in items of Clause 18 hereof.
7.A true copy of cable to advise the Buyers of shipment im-mediately the goods are loaded on ship
as specified in Clanus 15 hereof.
乙、貨物裝運後十天內，除上述裝運通知電報副本外，賣方應另外準備各種單據副本三套，以空郵將其中一套寄交買方，另外兩套寄交到貨囗岸中國對外貿易運輸公司。
b. Within 10 days afrer shipment is effected,the Sellers shall prepare three sets,each comprising one copy each of the above mentioned documents with the exception of the cable shipping advice one set to be airmailed to the Buyers and the other two Sets to the China National Foreign Trade Transportation Corporation at the port of destination.
(14) 技術資料：TECHNICAL DOCUMENTS:
甲、每次發貨進，賣方應將下述英文技術資料一整套與貨物一起裝箱，運交買方：
1. 基礎圖
2. 佈線說明，電氣及/或氣動及/或液壓接線圖
3. 易損零件製造圖
4. 零件目錄
5. 本合同第18條甲項規定的品質證明書
a. One complete set of the lollowing technical documents written in English shall be packed and depatchde to-gether with each consignment:
1. Foundation drawings
2. Wiring instructions,diagrams of electrical connections and/of pneumatic and/or hydraulic connections
3. Manufacturing drawings of easily worn parts
e parts catalogues
ificate of quality as stipulated in Item a of Clause 18 hereof
tion,operation, service and repair instruction books
乙、N個月前，賣方應將本條甲項所列.各種技術資料2套，以空郵寄交買方。 b. months before shipment ,the Sellers shall air-mail to the Buyers two complete sets of the technical documents mentioned in points 1,2,3,4,5and 6 under items of this Clause.
(F.U.M.P)
(15)裝運條款：TERMS OF SHIPMENT：
甲、每次發貨如毛重超過兩公噸，賣方應於本合同第8條規定的裝運期六十天前，將合同編號、商品名稱、數量、價值、件數、毛重、尺碼以及及貨物在裝貨口岸備舀日期函/電告買方，以便買方訂艙。如毛重不超過兩公噸，則賣方應與裝貨口岸的買方超前享受運代理人直接聯繫裝運事宜。
a. For each shipment exceeding two metric tons in gross weight, the Sellers shall, 60 days before the date of shipment stipulated in Clause 8 hereof, advise the buyers by cable/letter of the contract number name of commodity, quantity, value, number of packages, gross weight and measurements and date of readiness at the port of shipment in order for the buyers to book shipping space. For each shipment not over two metric tons in gross weight, the Sellers shall get in direct touch with the buyers shipping agent at the loading port.
乙、每發貨毛重超過兩公噸時，其訂艙事宜將由買方裝運代理人北京中國租船公司（電報掛號：ZHONGZU BEIJING）辦理，買方與該公司密切聯繫有關裝運事宜。賣方則應與在裝貨口岸的中國租船公司裝運代理人密切聯繫。
b. Booking of shipping space for each shipment exceeding two metric tons in gross weight will be attended to by the buyers shipping agent, China National Chartering Corporation, Beijing, China
(Cable Address: ZHONGZU BEIJNG) with whom the Buyers shall keep in close contact in the matter of shipment. The Sellers shall keep in close contact with ZHONGZU’S shipping agent at the loading port.
丙、北京中國租船公司或其港口代理人於估計承運船到達裝貨口岸日期十天以前，將船名、預計裝船日期、合同編號初步通知賣方，以便賣方安排裝運。事先指定的承運船如有變更，或其估計到達日期提前或延期時，買方或其裝運代理人應及時通知賣方，如果該船未能於買方或其裝運代理人所通知的到達日期後三十天內到達裝運口岸，則從第三十一天起貨物的倉租和火災保險費用應由買方負擔。
c. China National Chartering Corporation, Beijing, China, or their shipping agent at the loading port, will send the Sellers, 10 days before the estimated date of arrival of the carrying vessel at the port of shipment a preliminary notice indicating the name of vessel, estimated date of loading, contract number in order for the Sellers to arrange shipment. In case the carrying vessel previously designated is to be replaced by another vessel or in case the estimated date of arrival of the carrying vessel is to be advanced or postponed, the Buyers or their shipping agent shall advise the Sellers to that effect in time. Should the vessel fail to arrive at the port of loading within 30 days after the arrival date advised by the buyers or their shipping agent, the buyers shall bear the storage and fire insurance expenses incurred from the 31st day.
丁、承運船及時到達裝貨口岸時，如賣方未將貨物備妥待裝，因此而發生的空艙費和延滯費均應由賣方負擔。
d. The sellers shall be liable for any dead freight or demurrage consequent upon their failure to have the goods ready for loading after the carrying vessel has arrived at the port of loading in time.
戊、在貨物越過船舷並從吊鉤上卸下以前，所有在搬運中發生的一切費用和風險均由賣方負擔。在貨物超過船舷並從吊鉤上卸下以後，所發生的一切費用均由買方負擔。
e. The Sellers shall bear all expenses and risks and risks involved in the handling of the goods before they pass over the vessel’s rail and are released from the tackle, whereas all expenses involved in the loading of the goods after they have passed over the vessel’s rail and have been released from the vessel’s tackle shall be for the Buyers’ account.
(16)裝運通知：SHIPPING ADVICE:
貨物全部裝船後，買方應立即將合同編號、商品名稱、數量、毛重、發標金額、船名和開航日期電告買方。如單件貨物的重量超過9公噸或闊度3400超過毫米，或兩旁調試2350超過毫米，則賣方應將該件重量和尺碼告知買方。如由於賣方未及時將裝運通知電告買方，以致貨物未及時保險而發生的一切損失應由賣方負擔。如貨物系屬危險品，賣方應將其性質及處理辦法電告買方和到貨口岸中國對外貿易運輸公司。
Immediately the goods are completely loaded,the Sellers Shall cable to notify the Buyers OF the contract number ,name of commodity,quantity,gross weight,invoiced name of the carrying vessel and the date of any package is above 9 metric tons in weight,of over 3400mmin width,of over 2350mm on both sides in height,the Sell-ers shall advise the Buyers of the weight and measurements of such case the goods are not insured in time oving to the Sellers having failed to give timely advice,any and all consequent losses shall be borne by the Sellers. In the case of dangerous goods ,the Sellers SHALL cable TO noti-fy the Buyers and the China National Foreign Transporta-tion Corporation at the port of destination of their nature and the method of handling then.
(17) 質量保證：CUARANTEE OF QUALITY：
賣方保證訂貨系用最上等的材料和頭等工藝製成，全新，未曾用過，並完全符合本合同規定的質量、規格和性能。賣方並保證本合同訂貨在正確安裝、正常使用和維修的情況下，自化物到達到貨口岸之日起十二個月內運轉良好。
The Sellers shall guarantee that the goods are made of best materials,with first class workmanship,brand now,unused and correspond in all respects with the quality,specifica-tions and perflrmance as stipulated in this sellers shallalso guarantee that the goods when correctly mounted and properly operated and maintained,will give satisfactory performance for a period of 12months starting from the date on which the goods arrive at the port of des-tination.
(18) 檢驗和索賠：INSPECTION AND CLAIMS：
甲．在交貨以前，製造廠就訂貨的質量、規格、性能、數量/重量作出準確和全面的檢驗、
並出具貨物和本合同規定相符的證明書，該證書爲議付/託收貨款而應上交銀行的單據的組成部分，但不得爲貨物的質量、規格、性能和數量/重量的最後依據。製造廠應將記載試驗細節和結果的書面報告附在質量證明書內。
a. The manufacturers shall before making delivery,make a precise and comprehensive
inspection of the goods as regards their quality ,specifications ,performance and quantity/weight,and issue certificates certifying that the godds are in conformity with the stipulations of this certificates shall from an integral part of the documents to be presented to the paying bank for negotiation/collection of payment but shall not be considered as final in respect of quality,specifications,performance and quatity/iculars and results of the test carried ou by the manufacturers must be shown in a statement to be attached to the said Quality Certificate.
乙、貨物到達到貨口岸後，買方應申請中國商品檢驗局（以下稱商檢局）就貨物的質量、規
格和數量/重量進行初步檢驗。如發現到貨的規格或數量/重量與合同不符，除應由保險公司或船公司負責者外，買方於貨物在到貨口岸缺貨後120天內憑商檢局出具之檢驗證書有權拒收貨物或向賣方索賠。
b. After arrival of the goods at the port of destination,the Buyers shall apply to the China
Commodity inspection Bureau(hereinafter called the Bureau)for a preliminary inspection of the goods in respect of their quality,specifications and quantity/ any discrepancies are found by the Bureau regarding the specifications or the quantity/weight or both,except those for which either the insurance company or the shipping company is responsible,the Buyers shall,within 120 days after discharge of the goods at the port of destination,have the right either to reject the goods or to claim against the Sellers on the strength of the inspection certificae issued by the Buren.
丙、在合同第17條規定的保證期限內，如發現貨物的質量及/或規格與本合同規定不符或發
現貨物無論任何原因引起的缺陷包括內在缺陷或使用不良的原料，買方應申請商檢局檢驗，並有權根據商檢證向賣方索賠。
c. Within the guarantee period stipulated in Clause 17 here-of should the quality and /or the
specifications of the goods be found not in conformity with the contracted stipulations ,or should the goods prove defective for any reasons,including latent defect of the use of unsuitable naterials,the Buyers shall arrange for an inspection to be carried out by the Bureau and have the right to claim against the Sellers on the strength of the inspection cer-tificate issued by the Bureau.
丁.賣方收到買方索賠通知(轉 載於: 在 點 網)後，如果在三十天內不答覆，應視爲賣方同意買方提出的一切索賠。
篇三：Purchase Aggrement 買賣合同英文版
AGREEMENT
THIS AGREEMENT (this “Agreement”) is made as of this __ day of __________, 200_, (the “Effective Date”) by and between _________________. ("Purchaser") and _________________ ("Seller").
W I T N E S S E T H:
WHEREAS, Purchaser wishes to purchase ________________ from Seller; and
WHEREAS, Seller is willing to sell such _____________ to Purchaser;
NOW, THEREFORE, in consideration of the covenants, conditions and payments hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.
“Appendix”). The Goods will be shipped ___, in accordance with the details specified in the Appendix. Nothing contained in this Agreement shall be construed as a commitment by Purchaser to purchase any Goods, or minimum quantity thereof, from Seller.
2.
(the “Term”) unless earlier terminated in accordance with this Agreement.
3. Title and Risk of Loss. Title to and risk of loss of all Goods furnished hereunder shall remain with
Seller until receipt, inspection, and acceptance of the Goods by Purchaser. Seller warrants that it has clear title to the Goods and that there is no outstanding hostile claim against or security interest in the Goods held by a third party.
4. manufacturing capabilities, passwords, documents, data and business records, which is disclosed to Purchaser by Seller or which Purchaser observes or comes into contact with during the Term of this Agreement, whether generated by Seller or contractor of Seller, shall be deemed "Confidential
Information" and the sole and exclusive property of Seller. Purchaser shall take all reasonable
measures to maintain the confidentiality of said Confidential Information by its employees, agents, representatives and couriers. Purchaser shall not use the Confidential Information for any purposes other than to perform its obligations hereunder and shall not disclose any Confidential Information to any third party without the prior written consent of Seller. Purchaser acknowledges that all right, title, and interest in and to said Confidential Information, including the right to produce, extract, or exhibit said Confidential Information to any third party and any intellectual property rights relating to said Confidential Information, exist in Seller only. Purchaser shall return such Confidential Information promptly upon the expiration or termination of this Agreement.
5. documentation, Seller expressly warrants that:
(a) all Goods will conform to [the purchaser requirements] and any other applicable plans, drawings,
specifications or samples furnished by Purchaser, or furnished by Seller and approved and
accepted by Purchaser, it being understood that such plans, drawings, specifications or samples, are incorporated by reference and made a part hereof;
(b) all Goods will be of merchantable quality, fit and sufficient for the purpose ordered and
communicated to Seller, and will be free from latent or patent defects in material and
workmanship;
(c) all services will be performed in a workmanlike, efficient and safe manner and will conform to
standards generally accepted in the trade or industry involved;
(d) all Goods are and will be free from any security interest, lien, or encumbrance;
6.
(a) If any of the Goods are found within the warranty period provided in the Appendix to be defective
in material or workmanship or otherwise not in conformity with the requirements of this Agreement, Purchaser, in addition to any other rights which it may have under warranties or otherwise, shall have the right, at its option
(i) to revoke acceptance, reject and return such Goods at Seller's expense, in which event revocation and such replacement Goods shall carry a warranty equivalent to that set forth in
the Appendix running from the date of Purchaser’s receipt of such replacement Goods; or
(ii) notify Seller of noncompliance, defects, or deficiencies in the Goods, which Seller shall repair
and/or correct at Seller’s expense within ten (carry a warranty equivalent to that set forth in the Appendix running from the date of
Purchaser’s acceptance of such repaired Goods; or
(iii) upon notice to Seller, to take such actions as may be required to cure all defects and/or bring
the Goods into conformity with all the requirements of this Agreement, in which event all costs
and expenses thereby incurred by Purchaser shall be for Seller's account,. Efforts by
Purchaser to correct defects or deficiencies shall not preclude Purchaser from revoking
acceptance and rejecting the Goods under this Section or applicable law where Purchaser’s
commercially reasonable attempts to correct the defective conditions prove to be
unsuccessful.
(b) In the event that Purchaser invokes the remedy set forth in Section 6(a)(ii), Purchaser shall
cooperate in providing reasonable access to the Goods, data and technical assistance (if
available) as required to develop and schedule repairs and related testing of modifications or
repairs, if necessary, to assist Seller in its correction of the defects or deficiencies in the Goods.
Seller will schedule repairs to minimize disruption, loss and inconvenience to Purchaser, or if
required, Seller shall, at its expense, arrange for delivery of the Goods to Seller’s plant for repair or modification.
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7. shall purchase and maintain the following insurance coverages: (i) Commercial General Liability Insurance (“CGL”), with contractual liability covering obligations assumed in this Agreement
(including any agreements entered into between the parties pursuant hereto) by Seller.
(b) Policy Requirements. All insurance required hereunder shall be effected by valid and enforceable
policies issued by insurer(s) of financial responsibility and authorized to do business in all
necessary states. Seller’s liability insurance policies shall name Purchaser. Prior to any entry
upon Purchaser’s property pursuant to this Agreement and upon Purchaser’s request thereafter, Seller shall provide or shall cause its insurer to provide Purchaser with complete certified copies of the liability insurance policies in effect for the Term of this Agreement.
8. as the production, sale and use thereof, do not and will not infringe any third party patents,
trademarks or copyrights or other intellectual property; (2) that Seller will at its own expense defend any suit that may arise In with respect thereto. In case the Goods or a part thereof are held to be infringing, or the use of the Goods or a part thereof is enjoined, Seller shall, at Seller’s expense, either procure for Purchaser the rights to continue using the Goods, replace the Goods or a part thereof with non-infringing Goods, modify the Goods so that they are non-infringing, or retake to
Goods and refund the purchase price and other costs associated with delivery or return of the Goods.
9. . Waiver by the Purchaser of Seller’s breach of any term or condition of this Agreement shall
not be construed as a waiver of any other term or condition or a future waiver of the waived term or condition.
10.
(a) Except as provided in this Agreement, Purchaser may cancel this Agreement without penalty or make delivery as specified or within a reasonable time if no time is specified, or fails to comply
with any other provisions of this Agreement, except if excused under Section 12.
(b) Cancellation hereunder shall discharge all executory obligations of the parties but shall not affect
any right or obligation based on a prior breach or performance of this Agreement nor affect any
right or obligation which is intended to survive such cancellation.
11. stoppage by Seller’s or its subcontractor’s employees or a dispute between a union and the Seller or its subcontractor, Purchaser, after twenty-four (24) hour oral or written notice to the Seller, may either employ a substitute or terminate this Agreement. Further, Seller shall be liable for and promptly pay to Purchaser, any additional expense incurred by Purchaser in employing such substitute or
terminating the Agreement.
12. event coming to its attention that may affect Seller's ability to meet it obligations under this Agreement. Examples of where such notice shall be given, shall include, but not be limited to any loss,
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reassignment or unavailability of key employees, a force majeure event, threat of strike, or major equipment failure, changed requirements, or third party delays.
13. or delayed in such performance by conditions that constitute force majeure, such as acts of God, acts of terrorism, acts of the public enemy, labor disturbances, authority of law, fire or explosion, war or warlike act, insurrection, a party’s reasonable response (by way of example and not limitation, such as taking evasive action or canceling meetings or events) to a Governmental warning affecting local or national security, or any like causes beyond its control. A party wishing to take advantage of the relief provided in this Section must as soon as practical advise the other party in writing of the
existence of the force majeure condition and the estimated time of its duration. The parties shall cooperate to ascertain the facts and the effect of the delay on, and make appropriate adjustments where necessary.
14. rebate, or other compensation - excluding nominal business entertainment or gifts - to any official, employee, representative, or agent of Purchaser or any of its affiliated or subsidiary companies. Seller further represents that none of its officials or employees are known to be employed by
Purchaser or any of its affiliated or subsidiary companies. Seller agrees to promptly notify Purchaser if Seller becomes aware of information requiring modifications to either of the foregoing
representations.
15. shall be filed against Seller, or Seller shall make an assignment for the benefit of its creditors, or Seller shall apply for relief in any form as a debtor under any statute of the United States or laws or regulations of any other governmental authority, or any other proceeding under any statute of the United States or laws or regulations of any other governmental authority seeking the relief or
readjustment of Seller's indebtedness shall be commenced, then Purchaser shall have the right to immediately cancel this Agreement or so much of it as has not been completed, without penalty or payment of cancellation charges.
16. be ineffective to the extent of such determination without invalidating the remaining provisions of this Agreement.
17. agreement of the parties relating to the matters specified in this Agreement and supersede all prior and contemporaneous representations or agreements with respect to such matters. No oral
modifications or waiver of any of the provisions of this Agreement shall be binding on either party.
18. ies warrant and agree that it has complied and will comply with all applicable laws. One
Party shall indemnify the other Party and save it harmless from any claims, losses, damages, costs and legal expenses (including but not limited to attorneys’ fees), resulting from its own failure to
comply with the foregoing.
19. shall be settled through binding arbitration in accordance with the Provisional Rules of Procedure, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. Exclusive venue for such arbitration shall be the Arbitration Commission of the China Council.
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20. Independent Contractor. Seller acknowledges that it is an independent contractor and that Purchaser
has no control over or ownership interest in any of the Seller's facilities that will be utilized in
supplying Goods to Purchaser hereunder.
21. [Include this section only if applicable.] Seller acknowledges that it
benefits from Purchaser obtaining greater quantities of goods and/or services from Seller and has reflected that by granting Purchaser a discount for volume purchases as shown in the price schedule in the Appendix attached hereto. To encourage Purchaser to have third parties purchase goods
and/or services from Seller, Seller agrees to allow Purchaser to aggregate its purchases with those of any such third parties, so that Purchaser and such third parties each receive benefit of the volume discounts set forth in the Appendix attached hereto. Purchaser shall forward the name, address, telephone number and the name of the representative of any such third parties, and unless Seller objects in writing within fifteen (15) days thereafter, Seller shall provide the named third party with the goods and/or services upon the same terms and conditions as are contained in this Agreement, and shall aggregate Purchaser’s and all such third parties’ volume for purpose of determining the prices and discounts of the goods and/or services provided to each of the parties. Notwithstanding the foregoing, Seller agrees that Purchaser and such third parties are independent entities and that with the exception of aggregating purchase volumes (a) Seller shall deal with each such party independently, and (b) Purchaser is not a guarantor or surety for any such third parties and is not responsible in any way for any actions or in-actions of such third parties, including, without limitation, any disputes for non-payment which may arise between Seller and any such third party.
22. of the following:
For Purchaser: _____________________________
_____________________________
_____________________________ _____________________________
with a copy to:
_____________________________
_____________________________
_____________________________
For Seller: _____________________________
_____________________________
_____________________________
or at such other address as a party may indicate in writing as herein provided. Notices shall be deemed or refused. Notwithstanding the foregoing, Seller’s invoices may be sent by ordinary mail.
23. behalf of the persons to be bound thereby.
24. stated in this Agreement, those obligations contained herein that by their terms or nature are intended to survive such termination or expiration shall do so including, as an example and without limitation, 5
